Title
1 Short Title and commencement
2 Interpretation
2A Meaning of advertisement
2B Meaning of due enquiry
2C Meaning of qualified auditor
2D Meaning of security
3 Construction of references to offering securities to the public
3A Status of examples
4 Application of this Act
5 Exemptions from this Act
5A Exemption for employer superannuation schemes
5B Conditions of exemption for employer superannuation schemes
5C Definitions for the purposes of sections 5A to 5C
6 Previously allotted securities
6A Term implied in certain offers of previously allotted securities
7 Territorial scope of Part 2
7A Temporary exemption for superannuation schemes [Expired]
7B Terms and conditions of authorisation [Repealed]
8 Act to bind Crown
Part 1
Securities Commission
[Repealed]
9 Securities Commission [Repealed]
10 Functions of Commission [Repealed]
11 Membership of Commission [Repealed]
12 Appointment of member to exercise powers of chairperson [Repealed]
13 Term of office of members [Repealed]
14 Remuneration of members [Repealed]
14A Travelling allowances and expenses [Repealed]
14B Commission may act by divisions [Repealed]
14C Membership, chairperson, meetings, and resolutions of division [Repealed]
14D Powers of division [Repealed]
15 Meetings of Commission [Repealed]
15A Completion of proceedings where member unable to attend meeting [Repealed]
16 Assent to resolution without a meeting [Repealed]
17 General powers of Commission [Repealed]
17A Sharing of information with Takeovers Panel [Repealed]
17B Sharing of information with Commerce Commission [Repealed]
18 Powers of Commission to take evidence [Repealed]
18A Commission may take evidence for overseas commission or body [Repealed]
19 Provisions relating to certain proceedings before Commission [Repealed]
20 Employees of Commission [Repealed]
21 Employment of experts [Repealed]
22 Superannuation or retiring allowances [Repealed]
23 Application of certain Acts to members and staff of Commission [Repealed]
24 Members of Commission and staff deemed to be officials [Repealed]
25 Commission may state case for opinion of High Court [Repealed]
26 Appeals to High Court on questions of law only [Repealed]
27 Restrictions on delegation [Repealed]
28 Protection from liability for Commission and members, officers, and employees [Repealed]
28A Commission may publish reports [Repealed]
29 Evidence of resolution of Commission [Repealed]
30 Annual reports [Repealed]
31 Money to be appropriated by Parliament for purposes of this Act [Repealed]
31A Funds of Commission [Repealed]
31B Bank accounts [Repealed]
31C Auditor-General to be auditor of Commission [Repealed]
31CA Crown entity [Repealed]
31D Investment of money [Repealed]
31E Exemption from income tax [Repealed]
32 Offences [Repealed]
Part 2
Restrictions on offer and allotment of securities to the public
33 Restrictions on offer of securities to the public
34 Restrictions on distribution of prospectuses
35 Restrictions on door-to-door sales
36 Restrictions on advertising of otherwise exempt securities [Repealed]
36A Subscriptions must be held in trust
37 Void irregular allotments
Relief orders in respect of section 37
37AA Applications for relief orders in respect of section 37
37AB Effect of relief order in respect of section 37
Mandatory relief orders
37AC Court must make relief order in certain circumstances
37AD Consent for purposes of section 37AC(1)(c) or (d)
37AE Notice to subscriber for purposes of section 37AC(1)(e)
37AF How notice must be given
37AG Court may make order for compensation
Discretionary relief orders
37AH When court may make relief order in respect of section 37
Transitional provision for relief orders
37AI Transitional provision for relief orders in respect of section 37
Other orders in relation to section 37AH and section 37AI relief orders
37AJ Other orders that court may make in relation to relief orders under section 37AH or section 37AI
Service, rights to appear, and other proceedings
37AK Service and rights to appear and adduce evidence in respect of section 37
37AL Other proceedings for relief in respect of section 37
37A Voidable irregular allotments
Relief orders in respect of section 37A
37B Relief orders in respect of section 37A
Discretionary relief orders
37C When court may make relief order in respect of section 37A
Transitional provision for relief orders
37D Transitional provision for relief orders in respect of section 37A
Other orders
37E Other orders that court may make in relation to relief orders under section 37C or section 37D
Service, rights to appear, and other proceedings
37F Service and rights to appear and adduce evidence in respect of section 37C or section 37D
37G Other proceedings for relief in respect of section 37A
Advertisements
38 Meaning of authorised advertisement
38AA Meaning of authorised advertisement in relation to offers of debt securities by registered banks [Repealed]
38A Statement in advertisement by expert
38B Prohibition of advertisements
Investment statements
38C Meaning of investment statement
38D Purpose of investment statement
38E Form and content of investment statement
38F Suspension and prohibition of investment statement [Repealed]
Prospectuses
39 Form and content of prospectus
40 Statement in prospectus by expert
41 Requirements relating to prospectuses delivered to Registrar for registration
42 Registration of prospectus
43 Amendment of registered prospectus
43A Registrar not required to consider certain matters
43B Publication of registration
FMA's consideration of prospectuses, amendments, trust deeds, and deeds of participation
43C FMA's consideration of prospectuses, amendments, trust deeds, and deeds of participation
43D No allotments may be made and no applications or subscription money may be accepted during consideration period
43E FMA may remove restrictions if its consideration is complete or consideration or further consideration is unnecessary
43EA FMA may prescribe classes of continuous issue prospectuses to which section 43D(1) applies
FMA's powers to prohibit distribution of investment statements, prohibit allotments, or cancel registration of prospectuses
43F Prohibition of distribution of investment statement
43G FMA may prohibit allotment or cancel registration
43H Repayment of subscriptions
43I Order may be made on terms and conditions and may be varied or revoked
43J Notices and submissions concerning exercise of power under section 43F, 43G, or 43I(2) or (3)
43K FMA may make interim orders pending exercise of powers
43L FMA may revoke interim order
43M Nothing done or omitted to be done by Registrar or FMA guarantees or represents that prospectus complies with Act and regulations
Register of securities offers
[Repealed]
43N Register of securities offers [Repealed]
43O Purpose of register [Repealed]
43P Contents of register [Repealed]
43Q Duty to notify relevant matters and provide certain documents and information to Registrar [Repealed]
43R Amendments to register [Repealed]
43S Search of register [Repealed]
44 Suspension and cancellation of registration of registered prospectus [Repealed]
Delayed allotment orders and prohibition orders concerning simplified disclosure prospectuses
44A FMA may make delayed allotment orders
44AB Notices and submissions concerning delayed allotment orders
44AC Limited notice and submissions for urgent delayed allotment orders
44AD Effect of delayed allotment orders
44AE FMA may make prohibition orders
44AF Notices and submissions concerning prohibition orders
44AG Effect of prohibition orders
Contributory mortgages
44B FMA's powers in respect of contributory mortgages
44C Powers and duties of persons appointed to act as broker
44D Powers and duties of person appointed to act as director or secretary of nominee company
Trust deeds and deeds of participation
45 Contents of deeds
46 Registration of trust deeds and deeds of participation
47 Amendment of registered deed
47A Registrar not required to consider certain matters
Trustees and statutory supervisors
48 Removal of trustees and statutory supervisors
49 Trustees and statutory supervisors may apply to court for orders relating to securities
Duties of auditors
50 Duty of auditor to report to trustee or statutory supervisor
50A Duty of auditor to report to unit trustee
50B Duty of auditor to report to KiwiSaver trustee
50C Protection for auditors
Obligations of issuers
51 Issuers to keep registers of securities
52 Rights of inspection of registers of securities and to copies of registers and deeds
53 Issuers to keep proper accounting records
53A Place where accounting records to be kept
53B Accounting records to be in English
53C Period for which accounting records to be kept
53D Inspection of accounting records
53E Financial statements to be audited
53F Application of other Acts not affected
54 Issuers to issue certificates evidencing securities
54A Information to be sent periodically to security holders
54B Information to be disclosed by issuers on request
54C Documents, information, and other matters to be made publicly available
54D FMA may specify frameworks or methodologies
54E Consultation
54F FMA may vary or revoke notice
Liability of issuers, etc, and offences
55 Interpretation of provisions relating to advertisements, prospectuses, and registered prospectuses
Civil liability
55A Overview of civil liability
55B What are civil liability events
55C When court may make pecuniary penalty orders and declarations of civil liability
55D Purpose and effect of declarations of civil liability
55E What declarations of civil liability must state
55F Amount of pecuniary penalty
55G Compensation orders
56 Which persons are liable for misstatements
57 Which experts are liable for misstatements
57A Which persons are liable for breaches of contributory mortgage regulations
General provisions on civil liability remedies
57B Pecuniary penalty order and compensation order may be made for same conduct
57C Only 1 pecuniary penalty order may be made for same conduct
57D Standard of proof for civil remedies
57E Time limit for applying for civil remedies
Criminal liability
58 Criminal liability for misstatement in advertisement or registered prospectus
59 Criminal liability for offering, distributing, or allotting in contravention of this Act
59A Criminal liability for delivering prospectus or amendment for registration that does not comply with various requirements
60 Other offences
Management bans
60A When court may make management banning orders
60B Terms of management banning orders
60C Offence of contravening management banning order
60D Only 1 management banning order may be made for same conduct
60E Persons automatically banned from management
60F General provisions for bans and banning orders
Orders to preserve assets to satisfy claims
60G When court may prohibit payment or transfer of money, securities, or other property
60H What orders may be made
60I Interim orders
60J Relationship with other law
60K Offence
61 General prohibition on indemnities or insurance for directors, employees, and auditors of issuer
61A Permitted indemnities for certain costs of directors, employees, and auditors of issuers
61B Permitted insurance for certain liability of directors and employees of issuer
61C Interpretation for sections 61 to 61B
62 Liability of trustees and statutory supervisors
63 Power of court to grant relief in certain cases
63A No liability under Fair Trading Act 1986 if not liable under this Act
64 Time for filing charging document for certain offences
65 Saving of liability under general law
Other general provisions
65A Jurisdiction of courts in New Zealand
65B Court may order payment of FMA's costs
65C Orders to secure compliance
65D Giving notice of application for court orders
65E General provisions as to court's orders
65F No pecuniary penalty and fine for same conduct
65G Appeals against decisions of FMA on questions of law only
65H Power of Registrar to delegate
66 Registers to be kept by Registrar for purposes of this Act
Part 3
General investigation and enforcement powers
[Repealed]
Powers of inspection
[Repealed]
67 Power to inspect documents [Repealed]
67A Power to request or approve Registrar or authorised persons to inspect documents [Repealed]
68 Limits on exercise of power to inspect documents [Repealed]
68A Requirements for persons authorised to inspect documents [Repealed]
68B Disclosure of information from inspection [Repealed]
68C Powers not limited [Repealed]
68D Non-disclosure of information from inspection [Repealed]
68E No privilege against self-incrimination [Repealed]
68F Protection from liability for persons exercising powers of inspection [Repealed]
68G Rights of appeal [Repealed]
68H Time for appeal [Repealed]
68I Situation while appeal pending [Repealed]
68J Determination of appeal [Repealed]
68K Requirements where appeal allowed [Repealed]
69 Appeals against other decisions of Registrar [Repealed]
69A Appeals from decisions under section 67A [Repealed]
Commission's powers for receiving evidence
[Repealed]
69B Who may receive evidence [Repealed]
69BA Admissibility of evidence [Repealed]
69C How evidence may be given [Repealed]
69D Power to summon witnesses [Repealed]
69E Witnesses' expenses [Repealed]
Exercise of inspection and evidence powers for overseas regulators
[Repealed]
69F Power of Commission to act on requests of overseas regulators [Repealed]
69G Commission's consideration of requests [Repealed]
69H Conditions that may be imposed on providing information to overseas regulators [Repealed]
69I Undertakings to be obtained before providing certain information to overseas regulators [Repealed]
Commission's power to accept undertakings
[Repealed]
69J Commission may accept undertakings [Repealed]
69K Enforcement of undertakings [Repealed]
Proceedings before Commission
[Repealed]
69L Right to be heard and represented at proceedings before Commission [Repealed]
69M Power to hear proceedings in private [Repealed]
69N Power to make other confidentiality orders [Repealed]
69O Commission may state case for opinion of High Court [Repealed]
Appeals of Commission decisions
[Repealed]
69P Appeals to High Court on questions of law only [Repealed]
69Q Requirements for lodging appeal [Repealed]
69R Determination of appeal [Repealed]
Miscellaneous provisions
[Repealed]
69S Witnesses and counsel to have privileges of witnesses and counsel in court [Repealed]
69T No privilege against self-incrimination [Repealed]
69U Restrictions on use of self-incriminating statements obtained by summons [Repealed]
69V Limitation on disclosure of information obtained in Commission's operations [Repealed]
Part 4
Regulations and exemptions
70 Regulations and Orders in Council
70AAA Regulations relating to exemptions under section 5(1)
70AA Regulations may require compliance with generally accepted accounting practice and incorporate financial reporting standards by reference
70AAB Effect of amendments to, or replacement of, material incorporated by reference in regulations
70AAC Access to material incorporated by reference
70AAD Application of Legislation Act 2012 to material incorporated by reference
70AAE Application of Regulations (Disallowance) Act 1989 to material incorporated by reference [Repealed]
70AAF Application of Standards Act 1988 not affected
70A Fees and charges
70B FMA may grant exemptions
70C Status and publication of exemptions
70D Variation or revocation of exemptions
Part 5
Recognition and application regimes
Subpart 1—Preliminary
71 Purpose of this Part
72 Definition of country in this Part
Subpart 2—Exemption from Part 2 and regulations for New Zealand offers under recognition regime
73 Exemption from Part 2 and regulations for New Zealand offers under recognition regime
74 Power to exempt from Part 2 and regulations under recognition regime
75 Matters that must be stated in regulations implementing recognition regime
76 Offence for breach of regulations implementing recognition regime
Subpart 3—Extension of Part 2 and regulations to overseas offers under application regime
77 Extension of Part 2 and regulations to overseas offers under application regime
78 Power to extend Part 2 and regulations under application regime
79 Matters that must be stated in regulations implementing application regime
Subpart 4—Enforcement of overseas pecuniary penalties under application regime
80 Enforcement of overseas pecuniary penalties under application regime
81 Power to enforce overseas pecuniary penalties under application regime
82 Interpretation
83 Registration of judgment
84 Effect of registration
85 Enforceability of registered judgment
86 Stay may be granted
87 Costs
88 Interest
89 Rules of private international law not to apply
90 Other regulations for registration of judgments under application regime
Schedule 1
Acts to which section 67 applies
[Repealed]
Schedule 2
Qualifications
Reprint notes